exv10w1






Exhibit 10.1




GENERAL MILLS, INC.

2009 STOCK COMPENSATION PLAN




1. PURPOSE OF THE PLAN





The purpose of the General Mills, Inc. 2009 Stock Compensation Plan (the “Plan”) is to attract
and retain able individuals by rewarding employees of General Mills, Inc., its subsidiaries and
affiliates (defined as entities in which General Mills, Inc. has a significant equity or other
interest, collectively, the “Company”) and to align the interests of employees with those of the
stockholders of the Company. The Company shall include any successors to General Mills, Inc. or
any future parent corporations or similar entities.



2. EFFECTIVE DATE AND DURATION OF PLAN





This Plan shall become effective as of September 21, 2009, subject to the approval of the
stockholders of the Company at the Annual Meeting on September 21, 2009. Awards may be made under
the Plan until December 31, 2011.



3. ELIGIBLE PERSONS





Only persons who are employees of the Company shall be eligible to receive grants of Stock
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and/or Performance
Awards (each defined below) and become “Participants” under the Plan. The Compensation Committee
of the Company’s Board of Directors (the “Committee”) shall exercise the discretionary authority
to determine from time to time the employees of the Company who are eligible to participate in
this Plan.



4. AWARD TYPES





	 	(a)	 	Stock Option Awards. The Committee may award Participants options (“Stock Options”) to
purchase a fixed number of shares of common stock ($.10 par value) of the Company (“Common
Stock”). The grant of a Stock Option entitles the Participant to purchase shares of Common
Stock at an “Exercise Price” established by the Committee which shall not be less than 100%
of the Fair Market Value of the Common Stock on the date of grant, and may exceed the Fair
Market Value on the grant date, at the Committee’s discretion. “Fair Market Value” shall
equal the closing price on the New York Stock Exchange of the Company’s Common Stock on the
applicable date.
	 
	 	(b)	 	Stock Appreciation Rights. The Committee may also award Participants Stock Appreciation
Rights. A Stock Appreciation Right is a right to receive, upon exercise of that right, an
amount, which may be paid in cash, shares of Common Stock, or a combination thereof in the
complete discretion of the Committee, equal to the difference between the Fair Market Value
of one share of Common Stock as of the date of exercise and the Fair Market Value of one
share of Common Stock on the date of grant.
	 
	 	(c)	 	Restricted Stock Awards. The Committee may grant Participants, subject to certain
restrictions, shares of Common Stock (“Restricted Stock”) or the right to receive shares of
Common Stock or cash (“Restricted Stock Units”).
	 
	 	(d)	 	Performance Awards. Performance Awards may be made by the Committee granting a right to
either the value of a number of shares of Common Stock (“Performance Share Units”) or a
monetary amount, which could be settled in such shares or in cash or a combination thereof
(“Performance Units”), determined based on the extent to which applicable performance goals
are achieved.






Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and
Performance Awards are sometimes referred to as “Awards”. To the extent any Award is subject to
section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the terms and
administration of such Award shall comply therewith and IRS guidance thereunder. If any provision
of the Plan would otherwise conflict with or frustrate this intent, that provision will be
interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the
limitations on nonqualified deferred compensation under Section 409A, each payment of
compensation under this Plan shall be treated as a separate payment of compensation for purposes
of applying the Section 409A deferral election rules and the exclusion from Section 409A for
certain short-term deferral amounts.



5. COMMON STOCK SUBJECT TO THE PLAN





	 	(a)	 	Maximum Shares Available for Delivery. Subject to Section 5(c), the maximum number of
shares of Common Stock available for Awards to Participants under the Plan shall be
12,000,000. Stock Options and Stock Appreciation Rights awarded shall reduce the number of
shares available for Awards by one share for every one share granted; provided that Stock
Appreciation Rights that may be settled only in cash shall not reduce the number of shares
available for Awards. Awards of Restricted Stock, Restricted Stock Units and Performance
Awards settled in shares of Common Stock shall reduce the number




 









 






	 	 	 	of shares available for Awards by one share for every one share awarded, up to 30 percent of
the total number of shares available; beyond that, Restricted Stock, Restricted Stock Units
and Performance Awards settled in shares of Common Stock shall reduce the number of shares
available for Awards by five shares for every one share awarded. Restricted Stock Units and
Performance Awards that may be settled only in cash shall not reduce the number of shares
available for Awards.






	 	 	 	In addition, any Common Stock covered by a Stock Option or Stock Appreciation Right granted
under the Plan which is forfeited prior to the end of the vesting period shall be deemed not
to be granted for purposes of determining the maximum number of shares of Common Stock
available for Awards under the Plan. In the event a Stock Appreciation Right is settled for
cash, the number of shares deducted against the maximum number of shares provided in Section
5(a) shall be restored and again be available for Awards. However, if (i) any Stock Option or
Stock Appreciation Right that is exercised through the delivery of Common Stock in
satisfaction of the Exercise Price, and (ii) withholding tax requirements arising upon
exercise of any Stock Option or Stock Appreciation Right are satisfied through the withholding
of Common Stock otherwise deliverable in connection with such exercise, the full number of
shares of Common Stock underlying any such Stock Option or Stock Appreciation Right, or
portion thereof being so issued shall count against the maximum number of shares available for
grants under the Plan.
	 
	 	 	 	Upon forfeiture or termination of Restricted Stock, Restricted Stock Units and Performance
Awards prior to vesting, the shares of Common Stock subject thereto shall again be available
for Awards under the Plan.
	 
	 	 	 	The Company will repurchase a number of shares of Common Stock in the public market at least
equal to the number of shares of Common Stock issued under this Plan.
	 
	 	(b)	 	Individual Limits. The number of shares of Common Stock subject to Stock Options and
Stock Appreciation Rights or shares of Common Stock available for Restricted Stock,
Restricted Stock Units and Performance Awards granted under the Plan to any single
Participant shall not exceed, in the aggregate, 1,000,000 shares and/or units per fiscal
year. The maximum dollar value of Performance Awards payable to any single Participant shall
be $20,000,000 per fiscal year. These per-Participant limits shall be construed and applied
consistently with Code section 162(m) and the regulations thereunder.
	 
	 	(c)	 	Adjustments for Corporate Transactions. If a corporate transaction has occurred
affecting the Common Stock such that an adjustment to outstanding Awards is required to
preserve (or prevent enlargement of) the benefits or potential benefits intended at the time
of grant, then in such manner as the Committee deems equitable, an appropriate adjustment
shall be made to (i) the number and kind of shares which may be awarded under the Plan; (ii)
the number and kind of shares subject to outstanding Awards; (iii) the number of shares
credited to an account; (iv) the individual limits imposed under the Plan; and if
applicable; (v) the Exercise Price of outstanding Options and Stock Appreciation Rights
provided that the number of shares of Common Stock subject to any Stock Option or Stock
Appreciation Right denominated in Common Stock shall always be a whole number. For this
purpose a corporate transaction includes, but is not limited to, any dividend or other
distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the
Company, other securities or other property), recapitalization, stock split, reverse stock
split, combination of shares, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction. Notwithstanding anything in this paragraph
to the contrary, an adjustment to a Stock Option or Stock Appreciation Right under this
paragraph shall be made in a manner that will not result in the grant of a new Stock Option
or Stock Appreciation Right under Section 409A.
	 
	 	(d)	 	Limits on Distribution. Distribution of shares of Common Stock or other amounts under
the Plan shall be subject to the following:






	 	(i)	 	Notwithstanding any other provision of the Plan, the Company shall have no
liability to deliver any shares of Common Stock under the Plan or make any other
distribution of benefits under the Plan unless such delivery or distribution would comply
with all applicable laws (including, without limitation, the requirements of the
Securities Act of 1933), and the applicable requirements of any securities exchange or
similar entity.
	 
	 	(ii)	 	To the extent that the Plan provides for issuance of stock certificates to reflect
the issuance of shares of Common Stock or Restricted Stock, the issuance may be effected
on a non-certificated basis, to the extent not prohibited by applicable law or the
applicable rules of any stock exchange.






	 	(e)	 	Stock Deposit Requirements and other Restrictions. The Committee, in its discretion, may
require as a condition to the grant of Awards, the deposit of Common Stock owned by the
Participant receiving such grant, and the forfeiture of such grant, if such deposit is not
made or maintained during the required holding period. Such shares of deposited Common Stock
may not be otherwise sold or disposed of during the applicable holding period or restricted
period. The Committee may also determine whether any shares issued upon exercise of a Stock
Option or Stock Appreciation Right, or attainment of any performance goal, shall be
restricted in any manner.




 









 











6. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS TERMS AND TYPE





	 	(a)	 	General. Stock Options granted under the Plan shall be Non-Qualified Stock Options
governed by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”). The
term of any Stock Option and Stock Appreciation Right granted under the Plan shall be
determined by the Committee, provided that said term shall not exceed 10 years and one
month.
	 
	 	(b)	 	No Reload Rights. Neither Stock Options nor Stock Appreciation Rights granted under this
Plan shall contain any provision entitling the optionee or right-holder to the automatic
grant of additional options or rights in connection with any exercise of the original option
or right.
	 
	 	(c)	 	No Repricing. Subject to Section 5(c), outstanding Stock Options and Stock Appreciation
Rights granted under this Plan shall under no circumstances be repriced.





7. GRANT, EXERCISE AND VESTING OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS





	 	(a)	 	Grant. Subject to the limits otherwise imposed by the terms of this Plan, the Committee
has discretionary authority to determine the size of a Stock Option or Stock Appreciation
Right Award, which may be tied to meeting performance-based requirements.
	 
	 	(b)	 	Exercise. Except as provided in Sections 11 and 12 (Change of Control and Termination of
Employment), each Stock Option or Stock Appreciation Right may be exercised only in
accordance with the terms and conditions of the Stock Option grant or Stock Appreciation
Right and during the periods as may be established by the Committee. A Participant
exercising a Stock Option or Stock Appreciation Right shall give notice to the Company of
such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT
on the day of exercise, which must be a business day at the executive offices of the
Company.
	 
	 	(c)	 	Vesting. Stock Options and Stock Appreciation Rights shall not be exercisable unless
vested. Subject to Sections 11 and 12 Stock Options and Stock Appreciation Rights shall be
fully vested only after four years of the Participant’s continued employment with the
Company following the date of the grant.
	 
	 	(d)	 	Payment of Exercise Price. The Exercise Price for Stock Options shall be paid to the
Company at the time of such exercise, subject to any applicable rule or regulation adopted
by the Committee:






	 	(i)	 	in cash (including check, draft, money order or wire transfer made payable to the
order of the Company);
	 
	 	(ii)	 	through the tender of shares of Common Stock owned by the Participant (by either
actual delivery or attestation);
	 
	 	(iii)	 	by a combination of (i) and (ii) above; or
	 
	 	(iv)	 	by authorizing a third party broker to sell a sufficient number of shares of Common
Stock acquired upon exercise of the Stock Option and remit to the Company such sales
proceeds to pay the entire Exercise Price and any tax withholding resulting from the
exercise.






	 	 	 	For determining the amount of the payment, Common Stock delivered pursuant to (ii) or
(iii) shall have a value equal to the Fair Market Value of the Common Stock on the date
of exercise.





8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS





Restricted Stock and Restricted Stock Units may be awarded on either a discretionary or
performance-based method.




	 	(a)	 	Discretionary. With respect to discretionary Awards of Restricted Stock and Restricted
Stock Units, the Committee shall:






	 	(i)	 	Select Participants to whom Awards will be made;
	 
	 	(ii)	 	Subject to the otherwise applicable Plan limits, determine the number of shares of
Restricted Stock or the number of Restricted Stock Units to be awarded to a Participant;
	 
	 	(iii)	 	Determine the length of the restricted period, which shall be no less than four
years;
	 
	 	(iv)	 	Determine the purchase price, if any, to be paid by the Participant for Restricted
Stock or Restricted Stock Units;




 









 












	 	(v)	 	Determine whether Restricted Stock Unit Awards will be settled in shares of Common
Stock, cash or a combination thereof; and
	 
	 	(vi)	 	Determine any restrictions other than those set forth in this Section.






	 	(b)	 	Performance-Based. With respect to Awards of performance-based Restricted Stock and
Restricted Stock Units, the intent is to grant such Awards so as to satisfy the requirements
for “qualified performance-based compensation” under Code Section 162(m). Performance-based
Awards are subject to the following:






	 	(i)	 	The Committee has exclusive authority to determine which Participants may be
awarded performance-based Restricted Stock and Restricted Stock Units and whether any
Restricted Stock Unit Awards will be settled in shares of Common Stock, cash, or a
combination thereof.
	 
	 	(ii)	 	In order for any Participant to be awarded Restricted Stock or Restricted Stock
Units for a Performance Period (defined below), the net earnings from continuing
operations excluding items identified and disclosed by the Company as non-recurring or
special costs and after taxes (“Net Earnings”) of the Company for such Performance Period
must be greater than zero.
	 
	 	(iii)	 	At the end of the Performance Period, if the Committee determines that the
requirement of Section 8(b)(ii) has been met, each Participant eligible for a
performance-based Award shall be deemed to have earned an Award equal in value to the
Maximum Amount, or such lesser amount as the Committee shall determine in its discretion
to be appropriate. The Committee may base this determination on performance-based
criteria and in no case shall this have the effect of increasing an Award payable to any
other Participant. For purposes of computing the value of Awards, each Restricted Stock
or Restricted Stock Unit shall be deemed to have a value equivalent to the Fair Market
Value of one share of Common Stock on the date the Award is granted.
	 
	 	(iv)	 	In addition to the limitation on the number of shares of Common Stock available for
Awards under section 5(b) hereof, in no event shall the total value of the
performance-based Restricted Stock or Restricted Stock Unit Award granted to any
Participant for any one Performance Period exceed 0.5 percent of the Company’s Net
Earnings for that Performance Period (such amount is the “Maximum Amount”).
	 
	 	(v)	 	The Committee shall determine the length of the restricted period which, subject to
Sections 11 and 12, shall be no less than four years.
	 
	 	(vi)	 	“Performance Period” means a fiscal year of the Company, or such other period as
the Committee may from time to time establish.






Subject to the restrictions set forth in this Section, each Participant who receives Restricted
Stock shall have certain rights as a stockholder with respect to such shares, as set forth in the
applicable Award Agreement. Each Participant who is awarded Restricted Stock Units that are
settled in shares of Common Stock shall be eligible to receive, at the expiration of the
applicable restricted period (or such later time as provided herein), one share of Common Stock
for each Restricted Stock Unit awarded, and the Company shall issue to each such Participant that
number of shares of Common Stock. Each Participant who is awarded Restricted Stock Units that are
settled in cash shall receive an amount equal to the Fair Market Value of a share of Common Stock
on the date the applicable restricted period ends, multiplied by the number of Units awarded.
Participants who receive Restricted Stock Units shall have no rights as stockholders with respect
to such Restricted Stock Units until such time as share certificates for Common Stock are issued
to the Participants (if applicable); provided, however, that as of the first day of each quarter,
during the applicable restricted period for all Restricted Stock Units awarded hereunder, the
Company may credit to each such Participant an amount equal to the sum of all dividends and other
distributions paid by the Company during the prior quarter on that equivalent number of shares of
Common Stock. Notwithstanding any provisions of this Section or the Plan to the contrary, any
dividends or other distributions paid on Restricted Stock, or any dividend equivalents or other
distributions credited in respect to Restricted Stock Units, shall be distributed (in either cash
or shares of Common Stock, with or without interest or other earnings, as provided in the Award
Agreement at the discretion of the Committee) to the Participant only if, when, and to the extent
the restrictions imposed on the attendant Restricted Stock or Restricted Stock Units lapse, and
in an amount equal to the sum of all quarterly dividends and other distributions paid by the
Company during the applicable restricted period on the equivalent number of shares of Common
Stock which become unrestricted. Such dividends, dividend equivalents, or other distributions
shall be payable at the same time as the attendant Restricted Stock or Restricted Stock Units to
which they relate, as provided under the applicable terms of the Plan and relevant Award
Agreements. Dividends, dividend equivalents, and other distributions that are not so vested shall
be forfeited.




The Committee may in its discretion permit a Participant to defer receipt of any Common Stock or
cash issuable upon the lapse of any restriction of Restricted Stock or Restricted Stock Units,
subject to such rules and procedures as it may establish. In particular, the Committee shall
establish rules relating to such deferrals intended to comply with the requirements of Code
section 409A,
including without limitation, the time when a deferral election can be made, the period of the
deferral, and the events that would result in payment of the deferred amount.



 









 





9. PERFORMANCE AWARDS





	 	(a)	 	Grant. The Committee may grant Performance Awards which may be denominated in shares of
Common Stock (“Performance Share Units”) or notionally represented by a monetary value, and
which may be settled in shares of Common Stock, paid in cash, or a combination thereof
(“Performance Units”).
	 
	 	(b)	 	Performance Goal. In order for any Participant to be granted a Performance Award for a
Performance Period (defined below), the net earnings from continuing operations excluding
items identified and disclosed by the Company as non-recurring or special costs and after
taxes (“Net Earnings”) of the Company for such Performance Period must be greater than zero.
	 
	 	(c)	 	Grant Size. At the end of the Performance Period, if the Committee determines that the
requirement of Section 9(b) has been met, each Participant eligible for a Performance Award
shall be deemed to be granted an Award equal in value to the Maximum Amount, or such lesser
amount as the Committee determines in its discretion to be appropriate. The Committee may
base this determination on additional performance-based criteria and in no case shall this
have the effect of increasing an Award payable to any other Participant. For purposes of
computing the grant value of Awards, each Performance Award denominated in shares of Common
Stock (whether or not share settled) shall be deemed to have a value equivalent to the Fair
Market Value of one share of Common Stock on the date the Award is granted.
	 
	 	(d)	 	Additional Performance Conditions and Vesting. Awards granted under this Section 9 shall
be subject to such other terms and conditions as the Committee, in its discretion, imposes
in the relevant Award Agreement. These conditions may include service and/or performance
requirements and goals over periods of one or more years that could result in the future
forfeiture of all or part of the Performance Award granted hereunder in the event of the
Participant’s termination of employment with the Company prior to the expiration of any
service conditions, and/or said performance criteria or other conditions are not met in
whole or in part within the designated period of time. This designated period of time shall
be referred to as the “Additional Performance Period”. Except as provided in Sections 11(b),
(c) and 12(c), Performance Awards shall not be paid other than on the date specified in the
relevant Award Agreement after the end of the Additional Performance Period.
	 
	 	(e)	 	Maximum Amount. In addition to the limitation on the dollar value of Performance Awards
and the number of shares of Common Stock available for Awards under Section 5(b), in no
event shall the total value of a Performance Award granted to any Participant for any one
Performance Period exceed 0.5 percent of the Company’s Net Earnings for that Performance
Period (such amount is the “Maximum Amount”).
	 
	 	(f)	 	Performance Period. “Performance Period” means the period as the Committee may from time
to time establish.
	 
	 	(g)	 	Dividend Equivalents and Voting. At the discretion of the Committee, Performance Share
Units may be credited with amounts equal to the sum of all dividends and other distributions
paid by the Company during the prior quarter on that equivalent number of shares of Common
Stock. Notwithstanding the previous sentence, any dividend equivalents or other
distributions so credited shall be distributed (in either cash or shares of Common Stock,
with or without interest or other earnings, as provided in the Award Agreement at the
discretion of the Committee) to the Participant only if, when, and to the extent the
conditions imposed on the attendant Performance Share Units are satisfied, and in an amount
equal to the sum of all quarterly dividends and other distributions paid by the Company
during the relevant Performance Period and/or Additional Performance Period on the
equivalent number of shares of Common Stock which become payable. Such dividend equivalents
or other distributions shall be payable at the same time as the attendant Performance Share
Units to which they relate, as provided under the applicable terms of the Plan and Award
Agreement. Dividend equivalents and other distributions that are not so vested shall be
forfeited. Dividend equivalents shall not be credited in respect to Performance Units.
Participants who receive either Performance Share Units or Performance Units shall have no
rights as stockholders and in particular shall have no voting rights.






The Committee may in its discretion permit a Participant to defer receipt of any Common Stock or
cash issuable under a Performance Award subject to such rules and procedures as it may establish.
In particular, the Committee shall establish rules relating to such deferrals intended to comply
with the requirements of Code section 409A, including without limitation, the time when a
deferral election can be made, the period of the deferral, and the events that would result in
payment of the deferred amount.



10. TAXES





The Company has the right to withhold amounts from Awards to satisfy tax obligations as it deems
appropriate. Whenever the Company issues Common Stock under the Plan, unless it decides to
satisfy the withholding obligations through additional withholding on salary or other wages, it
may require the recipient to remit to the Company an amount sufficient to satisfy any



 









 







Federal, state, local or foreign tax withholding requirements prior to the delivery of such
Common Stock, or the Company may in its discretion withhold from the shares to be delivered
shares sufficient to satisfy all or a portion of such tax withholding requirements.



11. CHANGE OF CONTROL





	 	(a)	 	Each of the following (i) through (iv) constitutes a “Change of Control”:






	 	(i)	 	The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company
where such acquisition causes such Person to own 20% or more of the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Voting Securities”); provided, however, that
for purposes of this subsection (i), the following acquisitions shall not be deemed to
result in a Change of Control: (A) any acquisition directly from the Company, (B) any
acquisition by the Company, (C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by the
Company or (D) any acquisition by any corporation pursuant to a transaction that complies
with clauses (A), (B) and (C) of subsection (iii) below; and provided, further, that if
any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds
20% as a result of a transaction described in clause (A) or (B) above, and such Person
subsequently acquires beneficial ownership of additional voting securities of the
Company, such subsequent acquisition shall be treated as an acquisition that causes such
Person to own 20% or more of the Outstanding Voting Securities; or
	 
	 	(ii)	 	Individuals who, as of the date hereof, constitute the Board of Directors (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s shareholders, was approved by
a vote of at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
	 
	 	(iii)	 	Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar transaction involving the Company or any of its subsidiaries, a
sale or other disposition of all or substantially all of the assets of the Company, or
the acquisition of assets or stock of another entity by the Company or any of its
subsidiaries (each, a “Business Combination”); excluding however, such a Business
Combination pursuant to which (A) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly, more than
60% of, respectively, the then outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination of the
Outstanding Company Securities, (B) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or related trust) of the Company
or such corporation resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding shares of common stock
of the corporation resulting from such Business Combination or the combined voting power
of the then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (C) at least a majority of
the members of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such Business
Combination; or
	 
	 	(iv)	 	Approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.






	 	(b)	 	If, within two years after a Change of Control a Participant experiences an involuntary
separation from service initiated by the Company for reasons other than “cause” (for this
purpose cause shall have the same meaning as that term has in Section 4.2(b)(ii) of Plan B
of the General Mills Separation Pay and Benefits Program for Officers), or a separation from
service for “good reason” actually entitling the employee to certain separation benefits
under Section 4.2(a)(ii) of Plan B of the General Mills Separation Pay and Benefits Program
for Officers, the following applies:






	 	(i)	 	All of his or her outstanding Stock Options and Stock Appreciation Rights shall
fully vest immediately and remain exercisable for the one-year period beginning on the
date of his or her separation from service.




 









 












	 	(ii)	 	All shares of Restricted Stock and Restricted Stock Units shall fully vest and be
settled immediately (subject to a proper deferral election made with respect to the
Award).
	 
	 	(iii)	 	All Performance Awards shall fully vest immediately and shall be considered to be
earned in full “at target” as if the applicable performance goals established for the
Additional Performance Period have been achieved, and paid immediately (subject to a
proper deferral election made with respect to the Award).
	 
	 	(iv)	 	If Awards are replaced pursuant to subsection (d) below, the protections and rights
granted under this subsection (b) shall transfer and apply to such replacement awards.






	 	 	 	Notwithstanding the above, any Restricted Stock Units or Performance Awards subject to Section
409A (not subject to a proper deferral election) shall be settled on the Participant’s
separation from service (within the meaning of Section 409A) or in the case of a Participant
who is a “specified employee” (within the meaning of Section 409A) on the first day of the
seventh month following the month of the Participant’s separation from service.
	 
	 	(c)	 	If, in the event of a Change of Control, and to the extent outstanding Awards are not
assumed by a successor corporation (or affiliate thereto) or other successor entity or
person, or replaced with an award or grant that, solely in the discretionary judgment of the
Committee preserves the existing value of outstanding Awards at the time of the Change of
Control, then, by action of the Committee, the following shall occur:






	 	(i)	 	Subject to the other provisions of this subsection (c), All Stock Options and Stock
Appreciation Rights shall vest and become exercisable immediately upon the Change of
Control event.
	 
	 	(ii)	 	The restrictions on all shares of Restricted Stock shall lapse and Restricted Stock
Units shall vest immediately.
	 
	 	(iii)	 	All Performance Awards shall fully vest immediately and shall be considered to be
earned in full “at target” as if the applicable performance goals established for the
Additional Performance Period have been achieved.
	 
	 	(iv)	 	If the Change of Control constitutes a “change in control” event as described in
IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Participants’
Restricted Stock Units and Performance Awards shall be settled and paid upon the Change
of Control.
	 
	 	(v)	 	If the Change of Control does not constitute a “change in control” event as
described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v),
Restricted Stock Units and Performance Awards that are not Section 409A Restricted Stock
Units and/or not otherwise subject to Section 409A, and on which a deferral election was
not made, shall be settled and paid upon the Change of Control. However, the Section 409A
Restricted Stock Units, Performance Awards otherwise subject to Section 409A, or such
Awards for which a proper deferral election was made, shall be settled in cash equal to
either the Award’s Fair Market Value at the time of the Change of Control, or its
monetary value provided for above in (iii), as applicable, plus interest at a rate of
Prime plus 1% from the Change of Control to the date of payment, which shall be the time
the original restriction period would have closed, the Performance Award would have been
originally payable, or the date elected pursuant to the proper deferral election, as
applicable.






	 	 	 	In the discretion of the Committee and notwithstanding subsection (c)(i) above or any other
Plan provision, outstanding Stock Options and Stock Appreciation Rights (both exercisable and
unexercisable) may be cancelled at the time of the Change of Control in exchange for cash,
property, or a combination thereof that is determined by the Committee to be at least equal to
the excess (if any) of the value of the consideration that would be received in such Change of
Control by the holders of Common Stock, over the exercise price for such Awards. For purposes
of clarification, by operation of this provision Stock Options and Stock Appreciation Rights
that would not yield a gain at the time of the Change of Control under the aforementioned
equation are subject to cancellation without consideration. Furthermore, the Committee is
under no obligation to treat Awards and/or Participants uniformly and has the discretionary
authority to treat Awards and Participants disparately.
	 
	 	(d)	 	If in the event of a Change of Control and to the extent outstanding Awards are assumed
by any successor corporation, affiliate thereof, person or other entity, or are replaced
with awards that, solely in the discretionary judgment of the Committee preserve the
existing value of outstanding Awards at the time of the Change of Control and provide for
vesting payout terms, and performance goals, as applicable, that are at least as favorable
to Participants as vesting, payout terms and Performance Goals applicable to Awards, then
all such Awards or such substitutes thereof shall remain outstanding and be governed by
their respective terms.
	 
	 	(e)	 	With respect to any outstanding Awards as of the date of any Change of Control which
require the deposit of owned Common Stock as a condition to obtaining rights, the deposit
requirement shall be terminated as of the date of the Change of Control.




 









 











12. TERMINATION OF EMPLOYMENT





	 	(a)	 	Resignation or Termination for Cause. If the Participant’s employment by the Company is
terminated by either






	 	(i)	 	the voluntary resignation of the Participant, or
	 
	 	(ii)	 	a Company discharge due to Participant’s illegal activities, poor work performance,
misconduct or violation of the Company’s Code of Conduct, policies or practices,






	 	 	 	then the Participant’s Stock Options and Stock Appreciation Rights shall terminate three
months after such termination (but in no event beyond the original full term of the Stock
Options or Stock Appreciation Rights) and no Stock Options or Stock Appreciation Rights shall
become exercisable after such termination, and all shares of Restricted Stock, Restricted
Stock Units which are subject to restriction on the date of termination, and all outstanding
Performance Awards, shall be cancelled and forfeited.
	 
	 	(b)	 	Other Termination. If the Participant’s employment by the Company terminates
involuntarily at the initiation of the Company for any reason other than specified in
Sections 11, 12 (a), (d) or (e), the following rules shall apply:






	 	(i)	 	In the event that, at the time of such involuntary termination, the sum of the
Participant’s age and years of service with the Company equals or exceeds 70, (A) the
Participant’s outstanding Stock Options and Stock Appreciation Rights shall continue to
become exercisable according to the schedule established at the time of grant unless
otherwise provided in the applicable Award Agreement; (B) the restriction on all shares
of Restricted Stock shall lapse and Restricted Stock Units shall vest and be paid (or
deferred, as appropriate) immediately; and (C) any Performance Awards remaining
outstanding during the Additional Performance Period shall fully vest and be payable
according to the original terms of the Award with a value, if any, that otherwise would
be earned under the applicable performance goals originally established under the Award
Agreement based on actual performance (subject to a proper deferral election). Stock
Options and Stock Appreciation Rights shall remain exercisable for the remaining full
term of such Awards.
	 
	 	(ii)	 	In the event that, at the time of such involuntary termination, the sum of the
Participant’s age and years of service with the Company is less than 70, (A) the
Participant’s outstanding unexercisable Stock Options and Stock Appreciation Rights, and
unvested Restricted Stock and Restricted Stock Units, shall become exercisable or vest
and paid or deferred immediately, as the case may be, as of the date of termination, in a
pro-rata amount based on the full months of employment completed during the full vesting
period from the date of grant to the date of termination with such newly-vested Stock
Options and Stock Appreciation Rights, and Stock Options and Stock Appreciation Rights
exercisable on the date of termination, remaining exercisable for the lesser of one year
from the date of termination and the original full term of the Stock Option and/or Stock
Appreciation Right; and (B) the Participant’s Performance Awards remaining outstanding
during the Additional Performance Period shall be payable according to the original terms
of the Award with a value, if any, that otherwise would be earned under the applicable
performance goals originally established under the Award Agreement based on actual
performance, and shall vest at the end of the relevant Additional Performance Period in a
pro-rata amount based on the full months of employment completed during the relevant
Additional Performance Period originally established in the Award Agreement through the
date of termination. All other Stock Options, Stock Appreciation Rights, shares of
Restricted Stock, Restricted Stock Units and Performance Awards shall be forfeited as of
the date of termination. Provided, however, that if the Participant is a Company Senior
Vice President or above, the Participant’s outstanding Stock Options and Stock
Appreciation Rights which, as of the date of termination are not yet exercisable, shall
become exercisable effective as of the date of such termination and, with all outstanding
Stock Options and Stock Appreciation Rights already exercisable on the date of
termination, shall remain exercisable for the lesser of one year following the date of
termination and the original full term of the Stock Option or Stock Appreciation Right;
all shares of Restricted Stock and Restricted Stock Units shall fully vest as of the date
of termination and be paid or deferred immediately; and any outstanding Performance
Awards shall fully vest and be payable according to the original terms of the Award with
a value, if any, that otherwise would be earned under the applicable performance goals
originally established in the Award Agreement (subject to a proper deferral election).






	 	 	 	Notwithstanding the foregoing, any Section 409A Restricted Stock Units that vest under this
Section 12(b) shall be paid on the Participant’s separation from service (within the meaning
of Code section 409A), or in the case of a Participant who is a specified employee (within the
meaning of Code section 409A) shall be paid on the first day of the seventh month following
the month of separation from service.
	 
	 	(c)	 	Death. If a Participant dies while employed by the Company, any Stock Option or Stock
Appreciation Right previously granted under this Plan shall fully vest and become
exercisable upon death and may be exercised by the person designated as such Participant’s
beneficiary or beneficiaries or, in the absence of such designation, by the Participant’s
estate. Stock Options and Stock Appreciation Rights shall remain exercisable for the
remaining full term of such Awards. A Participant who dies while employed by the Company
during any applicable restricted period shall fully vest in such shares of Restricted Stock
or




 









 






	 	 	 	Restricted Stock Units, effective as of the date of death, and such shares or cash shall be
paid as of the first day of the month following death to the designated beneficiary or
beneficiaries. If a Participant dies while employed by the Company during an Additional
Performance Period, all Performance Awards shall fully vest and shall be considered to be
earned in full “at target” as if the applicable performance goals have been achieved, and paid
on the first day of the month following death to the designated beneficiary or beneficiaries.






	 	(d)	 	Retirement. The Committee shall determine, at the time of grant, the treatment of Awards
upon the retirement of the Participant. Unless other terms are specified in the original
Award Agreement, if the termination of employment is due to a Participant’s retirement on or
after age 55 and completion of five years of eligibility service under the General Mills
Pension Plan, the Participant may, effective as of the date of employment termination as a
retiree, exercise a Stock Option or Stock Appreciation Right pursuant to the original terms
and conditions of such Awards; shall fully vest in, and be paid or have deferred, all shares
of Restricted Stock or shares or cash attributable to Restricted Stock Units; and all
Performance Awards shall fully vest and be payable according to the original terms of the
Award with a value, if any, that otherwise would be earned under the applicable performance
goals originally established in the Award Agreement based on actual performance (subject to
a proper deferral election made with respect to the Award). However, the Restricted Stock
Units without a proper deferral election that vest under this Section 12(d) shall be payable
on the Participant’s separation from service (within the meaning of Section 409A) or in the
case of a Participant who is a specified employee (within the meaning of Section 409A) shall
be paid on the first day of the seventh month following the month of separation from
service.
	 
	 	 	 	A Restricted Stock Unit that could vest upon retirement under this Section 12(d) at any time
within the Award’s restricted period shall be referred to as a “Section 409A Restricted Stock
Unit”.
	 
	 	 	 	Notwithstanding the above, the terms of this Section 12(d) shall not apply to a Participant
who, prior to a Change of Control, is terminated for cause as described in Section 12(a)(ii);
said Participant shall be treated as provided in Section 12(a).
	 
	 	(e)	 	Spin-offs and Other Divestitures. If the termination of employment is due to the
divestiture, cessation, transfer, or spin-off of a line of business or other activity of the
Company, the Committee, in its sole discretion, shall determine the conversion, vesting, or
other treatment of all outstanding Awards under the Plan. Such treatment shall be consistent
with Section 409A, and in particular will take into account whether a separation from
service has occurred within the meaning of Section 409A.





13. ADMINISTRATION OF THE PLAN





	 	(a)	 	Administration. The authority to control and manage the operations and administration of
the Plan shall be vested in the Committee in accordance with this Section.
	 
	 	(b)	 	Selection of Committee. The Committee shall be selected by the Board, and shall consist
of two or more outside, disinterested members of the Board who, in the judgment of the
Board, are qualified to administer the Plan as contemplated by Rule 16b-3 of the Securities
and Exchange Act of 1934 (or any successor rule), Code section 162(m) and the regulations
thereunder (or any successors thereto), and any rules and regulations of a stock exchange on
which Common Stock is traded.
	 
	 	(c)	 	Powers of Committee. The authority to manage and control the operations and
administration of the Plan shall be vested in the Committee, subject to the following:






	 	(i)	 	Subject to the provisions of the Plan, the Committee will have the authority and
discretion to select from among the eligible Company employees those persons who shall
receive Awards, to determine the time or times of receipt, to determine the types of
Awards and the number of shares or amounts covered by the Awards, to establish the terms,
conditions, performance criteria, performance period, restrictions, and other provisions
of such Awards, to specify that the Participant’s rights, payments, and benefits with
respect to Awards shall be subject to adjustment, reduction, cancellation, forfeiture, or
recoupment under certain circumstances, and (subject to the restrictions imposed by
Section 14) to cancel or suspend Awards. In making such determinations, the Committee may
take into account the nature of services rendered by the individual, the individual’s
present and potential contribution to the Company’s success and such other factors as the
Committee deems relevant. Such terms and conditions may be evidenced by an agreement
(“Award Agreement”), which need not require execution by the Participant, in which case
acceptance of the Award shall constitute agreement by the Participant with all its terms,
conditions, limitations and forfeiture provisions.
	 
	 	(ii)	 	The Committee will have the authority and discretion to establish terms and
conditions of Awards as the Committee determines to be necessary or appropriate to
conform to applicable requirements or practices of jurisdictions outside of the United
States.
	 
	 	(iii)	 	The Committee will have the authority and discretion to interpret the Plan and
Award Agreements, to establish, modify, and rescind any rules relating to the Plan, to
determine the terms and provisions of any Award Agreements made pursuant to the Plan, to
correct any technical defect(s) or omission(s) in connection with the Plan or Award
Agreement, reconcile




 









 












	 	 	 	any technical inconsistencies in connection with the Plan or Award Agreement, and to make
all other determinations that may be necessary or advisable for the administration of the
Plan.
	 
	 	(iv)	 	Any interpretation of the Plan or Award Agreements by the Committee and any
decision made by it under the Plan or Award Agreements is final and binding.
	 
	 	(v)	 	The Committee will have exclusive authority and discretion to decide how
outstanding Awards will be treated, and is empowered to make all elections among possible
options, consistent with Sections 11(c) and (d).






	 	(d)	 	Delegation by Committee. Except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate all or any
part of its responsibilities and powers to any person or persons selected by it. Any such
allocation or delegation may be revoked by the Committee at any time.
	 
	 	(e)	 	Designation of Beneficiary. Each Participant to whom an Award has been made under the
Plan may designate a beneficiary or beneficiaries to exercise any Award or to receive any
payment which under the terms of the Plan and the relevant Award Agreement may become
exercisable or payable on or after the Participant’s death. At any time, and from time to
time, any such designation may be changed or cancelled by the Participant without the
consent of any such beneficiary. Any such designation, change or cancellation must be on a
form provided for that purpose by the Committee and shall not be effective until received by
the Committee. Such form may establish other rules as the Committee deems appropriate. If no
beneficiary has been designated by a deceased Participant, or if all the designated
beneficiaries have predeceased the Participant, the beneficiary shall be the Participant’s
estate. If the Participant designates more than one beneficiary, any payments under the Plan
to such beneficiaries shall be made in equal shares unless the Participant has expressly
designated otherwise, in which case the payments shall be made in the shares designated by
the Participant.





14. AMENDMENTS OF THE PLAN





The Committee may from time to time prescribe, amend and rescind rules relating to the Plan.
Subject to the approval of the Board of Directors, where required, the Committee may at any time
terminate, amend, or suspend the operation of the Plan, provided that no action shall be taken by
the Board of Directors or the Committee without the approval of the stockholders which would:




	 	(a)	 	except as provided in Section 5(c), materially increase the number of shares which may be
issued under the Plan;
	 
	 	(b)	 	permit granting of Stock Options or Stock Appreciation Rights at less than Fair Market
Value;
	 
	 	(c)	 	except as provided in Section 5(c), permit the repricing of outstanding Stock Options or
Stock Appreciation Rights; or
	 
	 	(d)	 	amend the individual limits on awards set forth in Section 5(b) which may be granted to
any single Participant.






No termination, modification, suspension, or amendment of the Plan shall alter or impair the
rights of any Participant pursuant to an outstanding Award, in any material respect, without the
consent of the Participant. There is no obligation for uniformity of treatment of Participants or
Awards under the Plan.



15. FOREIGN JURISDICTIONS





The Committee may adopt, amend, and terminate such arrangements, not inconsistent with the intent
of the Plan, as it may deem necessary or desirable to make available tax or other benefits of the
laws of any foreign jurisdiction, to employees of the Company who are subject to such laws and
who receive Awards under the Plan.



16. TRANSFERABILITY OF AWARDS





Except as otherwise provided by rules of the Committee, no Stock Options or Stock Appreciation
Right shall be transferable by a Participant otherwise than (i) by the Participant’s last will
and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options
or Stock Appreciation Right shall be exercised during the Participant’s lifetime only by the
Participant or his or her guardian or legal representative. Except as otherwise provided in
Sections 8 or 9, no shares of Restricted Stock, no Restricted Stock Units and no Performance
Awards shall be sold, exchanged, transferred, pledged or otherwise disposed of during the
restricted period.



 









 





17. NON-ALIENATION OF RIGHTS AND BENEFITS.





Subject to Section 16 and the rights of the Company established under the Plan’s terms, no right
or benefit under the Plan shall be subject to alienation, sale, assignment, pledge, or
encumbrance and any attempt to do so shall be void. No right or benefit under the Plan be subject
to the debts, contracts, liabilities or torts of the person entitled to such rights or benefits.



18. LIMITATION OF LIABILITY OR OBLIGATION OF THE COMPANY.





Nothing in the Plan shall be construed




	 	(a)	 	to give any employee of the Company any right to be granted any Award other than at the
sole discretion of the Committee;
	 
	 	(b)	 	to give any Participant any rights whatsoever with respect to shares of Common Stock
except as specifically provided in the Plan;
	 
	 	(c)	 	to limit in any way the right of the Company or any Subsidiary to terminate, change or
modify, with or without cause, the employment of any Participant at any time; or
	 
	 	(d)	 	to be evidence of any agreement or understanding, express or implied, that the Company or
any Subsidiary will employ any Participant in any particular position at any particular rate
of compensation or for any particular period of time.






Payments and other benefits received by a Participant under an Award shall not be deemed part of
a Participant’s regular, recurring compensation for purposes of any termination, indemnity or
severance pay laws and shall not be included in, nor have any effect on, the determination of
benefits under any other employee benefit plan, contract or similar arrangement provided by the
Company or any Subsidiary, unless expressly so provided by such other plan, contract or
arrangement.



19. NO LOANS





The Company shall not lend money to any Participant to finance a transaction under this Plan.



20. NOTICES





All notices to the Company regarding the Plan shall be in writing, effective as of actual receipt
by the Company, and shall be sent to:


Attention: Corporate Compensation

General Mills, Inc.

Number One General Mills Boulevard

Minneapolis, MN 55426




21. RECOGNITION AWARDS





Notwithstanding any other provision of the Plan to the contrary, the Committee is given the
discretionary authority to award up to a total of 10,000 unrestricted shares of Common Stock
during each calendar year to selected employees as a bonus or reward (“Recognition Awards”).
Under this paragraph no employee shall receive over 100 shares of Common Stock as Recognition
Awards over the duration of the Plan’s term.